William Boer
About William J. Boer
Independent director at Independent Bank Corporation (IBCP); age 69 as of the 2025 proxy; on IBCP’s board since 2012. President and Founder of Grey Dunes, a family office advisory firm in Grand Rapids, Michigan; previously VP & COO at RDV Corporation (1995–2005), President of Michigan National Bank (Grand Rapids), and VP for Administration & Finance at Calvin College (1987–1993). Designated independent under NASDAQ rules; serves as Lead Independent Director when the Board meets without the Chairperson or CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RDV Corporation (DeVos family office) | Vice President & Chief Operating Officer | 1995–2005 | Executive leadership and investment advisory experience |
| Michigan National Bank, Grand Rapids | President | Not disclosed | Past banking experience cited as board-relevant |
| Calvin College | Vice President for Administration & Finance | 1987–1993 | Finance and administration leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Grey Dunes (family office advisory) | President & Founder | Current | Independent advisory firm in Grand Rapids, MI |
- No other public company directorships disclosed for Boer in IBCP’s proxies .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Boer is an Independent Director under NASDAQ rules |
| Committee Assignments | Chair, Nominating & Corporate Governance Committee (members: Boer, Beia, Archer, Budden) |
| Lead Independent Director | Serves as Lead Independent Director when Board meets without Chairperson or CEO |
| Audit Committee Financial Expert | Not Boer (designation is Michael J. Cok) |
| Attendance & Engagement | All directors attended the 2024 annual meeting; each director attended ≥75% of Board and committee meetings in 2024 |
| Executive Sessions | Board regularly meets in executive session without management |
| Majority Voting Standard | Majority voting for director elections (non-contested) |
Fixed Compensation
| Year | Annual Director Retainer (non-employee) | Chair Retainers (Board/Audit/Comp/NomGov) | Boer’s Fees – Cash | Boer’s Fees – Stock | Boer’s Total |
|---|---|---|---|---|---|
| 2024 | $68,000 | $36,500 / $10,400 / $6,250 / $6,250 | $36,719 | $36,719 | $73,438 |
| 2023 | $63,750 | $35,000 / $9,500 / $6,000 / $6,000 | $34,875 | $34,875 | $69,750 |
| 2022 | $60,000 | $35,000 / $8,000 / $6,000 / $6,000 | $33,000 | $33,000 | $66,000 |
- Mix: Under Corporate Governance Principles, half of retainer paid in cash and half in stock via the Deferred Compensation and Stock Purchase Plan until ownership guideline achieved; thereafter directors may elect cash or stock via the plan .
- Purchase Plan mechanics (Current Stock Purchase, Deferred Cash, Deferred Stock accounts) and deferral features detailed in proxies .
Performance Compensation
| Element | Status |
|---|---|
| Stock options to directors | No options granted in 2023 or 2024; none approved to date in 2024 proxy |
| Performance-based equity for directors | Not disclosed; director equity accruals are via Purchase Plan elections (not performance-conditioned) |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Public boards | None disclosed for Boer |
| Committee interlocks | Company disclosed no relationships requiring Item 407(e)(4) disclosure in 2024 and 2025 |
| Potential interlocks with IBCP counterparties | Not disclosed; board-level related-party transactions described only in aggregate loan terms |
Expertise & Qualifications
- Banking leadership (former bank president) and investment advisory experience; executive leadership across multiple industries cited as valuable to the Board .
- Governance and succession: Chairs Nominating & Corporate Governance Committee; committee oversees director qualifications, independence, succession planning .
Equity Ownership
| As-of Date | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Feb 21, 2025 | 42,602 | 0.20% | Beneficial ownership includes direct and joint holdings; same count shown for “including certain deferred shares” for Boer |
| Feb 23, 2024 | 43,663 | 0.21% | Beneficial ownership table |
| Feb 24, 2023 | 41,147 | 0.19% | Beneficial ownership table |
| Director deferred shares trust (aggregate) | 168,049 (2025); 176,891 (2024); 151,131 (2023) | n/a | Held in trust for directors electing deferred stock; not “beneficially owned” until issued |
- Anti-pledging/anti-hedging: Directors prohibited from pledging or hedging IBCP securities per Insider Trading Policy .
- Ownership guideline: Directors expected to own at least $300,000 market value of IBCP stock within five years of joining the Board .
Shareholder Support Signals
| Vote (2025 Annual Meeting) | For | Against | Withheld | Broker Non-Votes |
|---|---|---|---|---|
| Election of William J. Boer | 16,621,499 | 811,214 | 22,966 | 1,579,944 |
- Say-on-Pay approval (company-wide): 2025 meeting vote 17,146,155 For; 261,508 Against; 48,016 Abstain; Broker non-votes 1,579,944 .
Risk Indicators & RED FLAGS
- Section 16(a) compliance: One late report for Boer related to a gift of shares noted for 2024 filings (disclosed in 2025 proxy) .
- Related-party exposure: Board/management loans were made in ordinary course on market terms; aggregate $3,938,000 at 12/31/2024 (0.9% of shareholders’ equity) — not attributed to Boer specifically .
- Hedging/pledging: Prohibited for directors, mitigating alignment risk .
Governance Assessment
- Strengths: Independent director, Lead Independent Director role; chairs Nominating & Corporate Governance; consistent attendance expectations met; strong shareholder support in 2025 re-election (≈95% of votes cast excluding broker non-votes) .
- Alignment: Receives a mix of cash and stock; Purchase Plan encourages equity accumulation; ownership guideline of $300,000 reinforces alignment .
- Potential concerns: Minor late Section 16 filing (gift) in 2024; absence of disclosed external public board roles limits network-based information flows but also reduces interlock conflicts .
Overall signal: Boer’s independent leadership (Lead Independent Director; Nom/Gov Chair) and shareholder support point to positive board-effectiveness and investor confidence. Compensation structure for directors is straightforward with equity accumulation mechanisms; no performance-based or option grants to directors reduce pay complexity and dilution risk .